RS 12:115 Effect of merger or consolidation - Louisiana Statutes

§115.  Effect of merger or consolidation

Upon the effectiveness of the merger or consolidation, the effect thereof shall be that:

A.  The several parties to the joint agreement shall be one business, nonprofit or foreign corporation, which shall be

(1)  In the case of merger, that one of the constituent business, nonprofit or foreign corporations into which it has been agreed that the others shall be merged, and which shall survive the merger for that purpose, or

(2)  In the case of consolidation, the new business, nonprofit or foreign corporation into which it has been agreed that the others shall be consolidated.  

B.  The separate existence of the constituent business, nonprofit and foreign corporations shall cease, except that of the surviving business, nonprofit or foreign corporation in the case of merger.  

C.  The surviving or new business, nonprofit or foreign corporation shall possess all the rights, privileges and franchises possessed by each of the former business, nonprofit and foreign corporations so merged or consolidated, except that a surviving or new business corporation shall not thereby acquire authority to engage in any business or exercise any right, or to engage in or to exercise any function or object for which a corporation may not be formed under this Chapter.  

D.  All of the property and assets of whatsoever kind or description of each of the constituent business, nonprofit or foreign corporations, and all debts due on whatever account to any of them, including subscriptions for shares and other choses in action belonging to any of them, shall be taken and be deemed to be transferred to, and vested in, the surviving or new business, nonprofit or foreign corporation without further act or deed.

E.  The surviving or new business, nonprofit or foreign corporation shall be responsible for all of the liabilities and obligations of each of the business, nonprofit and foreign corporations merged or consolidated, in the same manner as if such surviving or new corporation had itself incurred such liabilities or obligations; but the liabilities of such constituent corporations or of their shareholders, members, directors or officers shall not be affected, nor shall the rights of the creditors thereof, or of any persons dealing with such corporations, be impaired by such merger or consolidation; and any claim existing, or action or proceeding pending, by or against any of such constituent corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or the surviving or new corporation may be proceeded against, or substituted, in place of such constituent corporation.  

F.  In the case of a merger, the articles of the surviving business corporation shall be deemed amended to the extent of any changes therein stated in the merger agreement.  

G.  Any personal liability of members of any joint stock or other unincorporated association shall remain personal to such members and shall not become the liability of any subsequent transferee of shares, or of any other shareholder, of the surviving or new business corporation.  

Acts 1968, No. 105, §1.